What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-03 compared with 2025-07-03 · 134 added, 128 removed, 339 unchanged (44% of the section changed)

55 unchanged sentences

Our cost of revenue as a percentage of revenue has also fluctuated in the past, based primarily on our ability to achieve economies of scale, the management of our operating expenses, and the timing and costs incurred related to our acquisitions and investments.

For the six months ended May 31, 2025 and 2024, approximately 89% and 88%, respectively, of our consolidated revenue was generated from our non-U.S.

For the nine months ended August 31, 2025 and 2024, approximately 89% and 87%, respectively, of our consolidated revenue was generated from our non-U.S.

operations, and approximately 54% and 50%, respectively, of our consolidated revenue was priced in U.S.

15 unchanged sentences

We have significant concentrations in the Philippines, India, Brazil, the United States, Egypt, Türkiye , Colombia, Malaysia, Morocco, China, the United Kingdom, and elsewhere throughout EMEA, Latin America, and Asia-Pacific.

Accordingly, we would be impacted by economic strength or weakness in these geographies and by the strengthening or weakening of local currencies relative to the U.S.

Accordingly, we historically have and expect to continue to be impacted by economic strength or weakness in these geographies and by the strengthening or weakening of local currencies relative to the U.S.

In January 2025, the U.S.

government began imposing, or threatening to impose, new or increased tariffs on certain countries, materials, and industries, and in response, certain impacted countries have imposed or threatened various retaliatory tariffs or other trade restrictions on imports from the United States.

We cannot predict with certainty the effect of future changes in global trade policy and tariffs on our clients’ operations and demand for our services in future periods.

The tariff environment remains dynamic and we cannot predict with certainty the effect of future changes in global trade policy and tariffs on our clients’ operations and demand for our services in future periods.

Our revenue and margins fluctuate with the underlying trends in our clients’ businesses and trends in the level of consumer activity.

1 unchanged sentence

Critical Accounting Policies and Estimates

During the three and six months ended May 31, 2025, there were no material changes to our critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024.

Results of Operations – Three and Six Months Ended May 31, 2025 and 2024

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

During the three and nine months ended August 31, 2025, there were no material changes to our critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024.

Results of Operations – Three and Nine Months Ended August 31, 2025 and 2024

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

($ in thousands) ($ in thousands)

9 unchanged sentences

Net income $ 88,110 $ 16,631 $ 200,460 $ 135,567

Three Months Ended % Change Six Months Ended % Change

May 31, 2025 May 31, 2024 2025 to 2024

Three Months Ended % Change Nine Months Ended % Change

August 31, 2025 August 31, 2024 2025 to 2024

($ in thousands)

9 unchanged sentences

Total $ 2,483,253 $ 2,387,412 4.0 % $ 7,272,846 $ 7,170,876 1.4 %

We generate revenue by delivering our technology and services to our clients categorized in the above primary industry verticals.

We generate revenue by delivering our technology and services to our clients categorized in the above industry verticals.

Our solutions focus on customer engagement, process optimization, and back-office automation.

Our revenue increased by 1.5% for the three months ended May 31, 2025, compared to the three months ended May 31, 2024.

The increase in revenue resulted primarily from increases in revenue in our technology and consumer electronics, retail, travel and e-commerce, communications and media and banking, financial services and insurance verticals.

Foreign exchange rates had a de minimis impact on revenue growth for the period.

Our revenue increased by 0.1% for the six months ended May 31, 2025, compared to the six months ended May 31, 2024.

Revenue increased for the six months ended May 31, 2025 due to increases in underlying volumes, but was negatively impacted by the effect of changes in foreign currency exchange rates of $61.9 million, or 1.3%.

The unfavorable foreign currency rate impact on revenue was primarily due to the weakening of the euro, the Brazilian real and several other currencies against the U.S.

For the three months ended May 31, 2025, revenue increased in our technology and consumer electronics, retail, travel and e-commerce, communications and media and banking, financial services and insurance verticals.

Revenue in our healthcare and other verticals decreased in comparison to the prior year period.

Revenue in our technology and consumer electronics vertical increased 0.7%, primarily due to increased business from several social media and several other larger clients in the vertical.

Revenue in our retail, travel and e-commerce vertical increased 2.8%, primarily due to increased business with several larger clients in this vertical.

Revenue in our communications and media vertical increased 3.1%, primarily due to increased business with several larger clients in the vertical.

Revenue in our banking, financial services and insurance vertical increased 1.7%, primarily due to increased business from the majority of clients in the vertical.

Revenue in our healthcare vertical decreased 0.2%, which included decreases in underlying business, primarily from a larger client in the vertical.

Revenue in our other vertical decreased 0.6%, which included decreases in underlying business primarily related to an automotive client partially offset by increases in several other clients in the vertical.

For the six months ended May 31, 2025, revenue increased in our retail, travel and e-commerce, communications and media and banking, financial services and insurance verticals, while revenue decreased in our technology and consumer electronics, healthcare and other verticals.

Revenue in our technology and consumer electronics vertical decreased 0.2%, which included a decrease as a result of foreign currency exchange rates partially offset by increases in underlying business, primarily from several social media and several other clients in the vertical.

Revenue in our retail, travel and e-commerce vertical increased 1.4% over the prior year period, which included increases in underlying business, primarily from several larger clients in this vertical, partially offset by a decrease as a result of foreign currency exchange rates.

Revenue in our communication and media vertical increased 0.3%, which included increases in underlying business primarily from several larger clients in the vertical, partially offset by a decrease as a result of foreign currency exchange rates.

Revenue in our banking, financial services and insurance vertical increased 0.8%, which included increases in underlying business from the majority of clients in the vertical, partially offset by a decrease as a result of foreign currency exchange rates.

Revenue in our healthcare vertical decreased 0.4%, which included a decrease as a result of foreign currency exchange rates and decreases in underlying business, primarily from a larger client in the vertical.

Revenue in our other vertical decreased 3.2%, which included a decrease as a result of foreign currency exchange rates and decreases in underlying business, primarily related to an automotive client, partially offset by increases in several other clients in the vertical.

Our revenue increased by 4.0% for the three months ended August 31, 2025, compared to the three months ended August 31, 2024.

The increase in revenue resulted from increases in revenue across our five primary industry verticals.

Foreign currency exchange rates had a positive impact of $33.6 million, or 1.4%, on revenue growth for the period.

The favorable foreign currency rate impact on revenue was primarily due to the strengthening of the euro against the U.S.

Our revenue increased by 1.4% for the nine months ended August 31, 2025, compared to the nine months ended August 31, 2024.

The increase in revenue resulted from increases in revenue primarily across our retail, travel and e-commerce vertical, communications and media vertical, and banking, financial services and insurance vertical, but was negatively impacted by the effect of changes in foreign currency exchange rates of $28.3 million, or 0.4%.

The unfavorable foreign currency rate impact on revenue was primarily due to the weakening of the Brazilian real and several other currencies against the U.S.

For the three months ended August 31, 2025, revenue increased in all of our primary industry verticals and decreased in our other vertical.

Revenue in our technology and consumer electronics vertical increased by 0.9%, primarily due to increases in revenue from several social media and several other larger clients in the vertical, partially offset by a decrease in revenue with a larger client in the vertical.

Revenue in our retail, travel and e-commerce vertical increased by 4.9%, primarily due to increases in revenue across the majority of clients in this vertical.

Revenue in our communications and media vertical increased by 8.1%, primarily due to increases in revenue with several larger clients in the vertical.

Revenue in our banking, financial services and insurance vertical increased by 9.1%, primarily due to increases in revenue from the majority of clients in the vertical.

Revenue in our healthcare vertical increased by 1.0%, primary due to increases in revenue from several larger clients in the vertical.

Revenue in our other vertical decreased by 1.5%,

primarily related to decreases in revenue related to several clients in the vertical, partially offset by increases in revenue from several other clients in the vertical.

For the nine months ended August 31, 2025, revenue increased in all of our primary industry verticals, except healthcare, which remained flat year over year.

Revenue also decreased in our other vertical.

Revenue in our technology and consumer electronics vertical increased by 0.1%, primarily due to increases in revenue from several social media and several other larger clients in the vertical partially offset by a decrease in revenue with a larger client in the vertical.

Revenue in our retail, travel and e-commerce vertical increased by 2.6%, primarily due to increases in revenue from several larger clients in this vertical.

Revenue in our communication and media vertical increased by 2.9%, primarily due to increases in revenue from several larger clients in the vertical.

Revenue in our banking, financial services and insurance vertical increased by 3.5%, primarily due to increases in revenue from the majority of clients in the vertical.

Revenue in our healthcare vertical remained flat over the prior year period, primarily due to increases in revenue for two larger clients in the vertical offset by a revenue decrease from a larger client in the vertical.

Revenue in our other vertical decreased by 2.6%, primarily related to decreases in revenue from an automotive client and several other clients in the vertical, partially offset by increases in revenue from several other clients in the vertical.

Cost of Revenue, Gross Profit and Gross Margin Percentage

Three Months Ended % Change Six Months Ended % Change

May 31, 2025 May 31, 2024 2025 to 2024

Three Months Ended % Change Nine Months Ended % Change

August 31, 2025 August 31, 2024 2025 to 2024

($ in thousands) ($ in thousands)

4 unchanged sentences

Gross margins can be impacted by resource location, client mix and pricing, additional lead time for programs to be fully scalable, and transition and initial set-up costs.

Our cost of revenue increased by 3.0% in the three months ended May 31, 2025, compared to the three months ended May 31, 2024.

Our cost of revenue increased due to increases in underlying revenue due to volumes partially offset by a reduction in our cost of revenue of $13.1 million, or 0.9%.

due to changes in foreign currency exchange rates.

The foreign currency exchange rate impact on our cost of revenue was caused primarily by the weakening of the Brazilian real, Egyptian pound and several other currencies against the U.S.

Our cost of revenue increased by 0.5% in the six months ended May 31, 2025, compared to the six months ended May 31, 2024.

Our cost of revenue increased by 6.9% in the three months ended August 31, 2025, compared to the three months ended August 31, 2024.

Our cost of revenue increased due to increases in underlying revenue due to volumes and included an increase in cost of revenue of $16.0 million, or 1.1%, due to changes in foreign currency exchange rates.

The foreign currency exchange rate impact on our cost of revenue was caused primarily by the strengthening of the euro against the U.S.

Our cost of revenue increased by 2.6% in the nine months ended August 31, 2025, compared to the nine months ended August 31, 2024.

Our cost of revenue increased due to increases in underlying revenue due to volumes partially offset by a reduction in our cost of revenue of $76.4 million, or 1.7%, due to changes in foreign currency exchange rates.

The foreign currency exchange rate impact on our cost of revenue was caused primarily by the weakening of the Brazilian real, Egyptian pound and several other currencies against the U.S.

Our gross profit decreased by 1.1% in the three months ended May 31, 2025, compared to the three months ended May 31, 2024, primarily due to decreases in gross profit associated with underlying business, partially offset by a net favorable foreign currency impact of $13.6 million on gross profit.

Our gross margin percentage for the three months ended May 31, 2025 decreased to 35.1% from 36.0% in the prior fiscal year period due to the changes to revenue and gross profit previously described.

Our gross profit decreased by 0.6% in the six months ended May 31, 2025, compared to the six months ended May 31, 2024, primarily due to decreases in gross profit associated with underlying business partially offset by a net favorable foreign currency impact of $30.5 million on gross profit.

Our gross margin percentage for the three months ended May 31, 2025 decreased to 35.6% from 35.8% in the prior fiscal year period due to the changes to revenue and gross profit previously described.

Our gross profit decreased by 1.1% in the three months ended August 31, 2025, compared to the three months ended August 31, 2024, primarily due to decreases in gross profit associated with underlying business, partially offset by a net favorable foreign currency impact of $17.6 million on gross profit.

Our gross margin percentage for the three months ended August 31, 2025 decreased to 34.4% from 36.2% in the prior fiscal year period due to the changes to revenue and gross profit previously described.

Our gross profit decreased by 0.7% in the nine months ended August 31, 2025, compared to the nine months ended August 31, 2024, primarily due to decreases in gross profit associated with underlying business partially offset by a net favorable foreign currency impact of $48.1 million on gross profit.

Our gross margin percentage for the three months ended August 31, 2025 decreased to 35.2% from 36.0% in the prior fiscal year period due to the changes to revenue and gross profit previously described.

Selling, General and Administrative Expenses

Three Months Ended % Change Six Months Ended % Change

May 31, 2025 May 31, 2024 2025 to 2024

Three Months Ended % Change Nine Months Ended % Change

August 31, 2025 August 31, 2024 2025 to 2024

($ in thousands) ($ in thousands)

4 unchanged sentences

Selling, general and administrative expenses also include the cost of our global delivery facilities, utility expenses, hardware and software costs related to our technology infrastructure, legal and professional fees, depreciation on our technology and facility equipment, amortization of intangible assets resulting from acquisitions, marketing expenses, and acquisition-related and integration expenses.

Our selling, general and administrative expenses decreased by 1.1% in the three months ended May 31, 2025, compared to the three months ended May 31, 2024.

Contributing to the decrease was a reduction in acquisition-related and integration expenses of approximately $14.1 million and a reduction of $0.7 million in selling, general and administrative expenses due to changes in foreign currency exchange rates.

As a percentage of revenue, selling, general and administrative expenses decreased from 29.7% in the second fiscal quarter of 2024 to 28.9% in the second fiscal quarter of 2025, primarily due to lower acquisition-related and integration expenses.

Our selling, general and administrative expenses decreased by 2.0% in the six months ended May 31, 2025, compared to the six months ended May 31, 2024.

Contributing to the decrease was a $22.9 million reduction in selling, general and administrative expenses due to changes in foreign currency exchange rates.

As a percentage of revenue, selling, general and administrative expenses decreased from 29.6% in the second fiscal quarter of 2024 to 29.0% in the second fiscal quarter of 2025 primarily due to changes in foreign currency exchange rates.

Our selling, general and administrative expenses decreased by 0.4% in the three months ended August 31, 2025, compared to the three months ended August 31, 2024.

Contributing to the decrease was a reduction of $17.4 million in acquisition-related and integration expenses partially offset by an increase of $12.0 million due to changes in foreign currency exchange rates.

As a percentage of revenue, selling, general and administrative expenses decreased from 29.8% in the third fiscal quarter of 2024 to 28.5% in the third fiscal quarter of 2025, primarily due to the changes previously described.

Our selling, general and administrative expenses decreased by 1.5% in the nine months ended August 31, 2025, compared to the nine months ended August 31, 2024.

Contributing to the decrease was a reduction in acquisition-related and integration expenses of approximately $43.7 million and a reduction of $10.9 million due to changes in foreign currency exchange rates.

These decreases were partially offset by an increase in share-based compensation expense of $12.6 million and underlying expenses associated with increased business.

As a percentage of revenue, selling, general and administrative expenses decreased from 29.7% in the third fiscal quarter of 2024 to 28.8% in the third fiscal quarter of 2025 primarily due to the changes previously described.

Operating Income

Three Months Ended % Change Six Months Ended % Change

May 31, 2025 May 31, 2024 2025 to 2024

Three Months Ended % Change Nine Months Ended % Change

August 31, 2025 August 31, 2024 2025 to 2024

($ in thousands) ($ in thousands)

1 unchanged sentence

Operating margin 5.9 % 6.4 % 6.4 % 6.3 %

Our operating income decreased during the three months ended May 31, 2025, compared to the three months ended May 31, 2024, primarily due to the decrease in gross profit partially offset by the decrease in selling, general and administrative expenses.

Our operating margin decreased during the three months ended May 31, 2025, compared to the three months ended May 31, 2024, due to the decrease in gross margin percentage partially offset by the decrease in selling, general and administrative expenses as a percentage of revenue.

Our operating income increased during the six months ended May 31, 2025, compared to the six months ended May 31, 2024, primarily due to the decrease in selling, general and administrative expenses partially offset by the decrease in gross profit.

Our operating margin increased during the six months ended May 31, 2025, compared to the six months ended May 31, 2024, due to the decrease in selling, general and administrative expenses as a percentage of revenue partially offset by the decrease in gross margin percentage.

Our operating income decreased during the three months ended August 31, 2025, compared to the three months ended August 31, 2024, primarily due to the decrease in gross profit partially offset by the decrease in selling, general and administrative expenses.

Our operating margin decreased during the three months ended August 31, 2025, compared to the three months ended August 31, 2024, due to the decrease in gross margin percentage partially offset by the decrease in selling, general and administrative expenses as a percentage of revenue.

Our operating income increased during the nine months ended August 31, 2025, compared to the nine months ended August 31, 2024, primarily due to the decrease in selling, general and administrative expenses partially offset by the decrease in gross profit.

Our operating margin increased during the nine months ended August 31, 2025, compared to the nine months ended August 31, 2024, due to the decrease in selling, general and administrative expenses as a percentage of revenue partially offset by the decrease in gross margin percentage.

Interest Expense and Finance Charges, Net

Three Months Ended % Change Six Months Ended % Change

May 31, 2025 May 31, 2024 2025 to 2024

Three Months Ended % Change Nine Months Ended % Change

August 31, 2025 August 31, 2024 2025 to 2024

($ in thousands) ($ in thousands)

2 unchanged sentences

Amounts recorded in interest expense and finance charges, net consist primarily of interest expense on our senior notes issued in August 2023, interest expense on term loan borrowings under our senior credit facility, interest expense on borrowings under our accounts receivable securitization facility (the “Securitization Facility”), and interest expense on the promissory note issued by us to certain Sellers in connection with the Webhelp Combination (the “Sellers’ Note”).

The decrease in interest expense and finance charges, net for the three months ended May 31, 2025, compared to the three months ended May 31, 2024, was primarily due to a decrease in interest expense on our term loan borrowings under our senior credit facility of $9.2 million.

The decrease in interest expense and finance charges, net for the three months ended August 31, 2025, compared to the three months ended August 31, 2024, was primarily due to a decrease in interest expense on our term loan borrowings under our senior credit facility of $8.9 million.

The decrease is a result of the decrease in outstanding borrowings and a decrease in the effective interest rate on the borrowings.

The decrease was partially offset by an increase in interest expense on our Securitization Facility of $1.6 million primarily due to the increase in outstanding borrowings in comparison to the prior year period.

The decrease in interest expense and finance charges, net for the six months ended May 31, 2025, compared to the six months ended May 31, 2024, was primarily due to a decrease in interest expense on our term loan borrowings under our senior credit facility of $20.9 million.

The decrease in interest expense and finance charges, net for the nine months ended August 31, 2025, compared to the nine months ended August 31, 2024, was primarily due to a decrease in interest expense on our term loan borrowings under our senior credit facility of $29.5 million.

The decrease is a result of the decrease in outstanding borrowings and a decrease in the effective interest rate on the borrowings.

1 unchanged sentence

Other Expense (Income), Net

Three Months Ended % Change Six Months Ended % Change

May 31, 2025 May 31, 2024 2025 to 2024

Three Months Ended % Change Nine Months Ended % Change

August 31, 2025 August 31, 2024 2025 to 2024

($ in thousands) ($ in thousands)

2 unchanged sentences

Amounts recorded as other expense (income), net primarily include foreign currency transaction gains and losses other than cash flow hedges, investment gains and losses, the non-service component of pension costs, other non-operating gains and losses, and changes in acquisition contingent consideration related to the Webhelp Combination.

Other expense (income), net for the three months ended May 31, 2025 was an expense of $21.2 million, compared to income of $19.4 million for the three months ended May 31, 2024.

The change in other expense (income), net over the prior fiscal year period was primarily due to an increase in net expense of $15.4 million related to the change in acquisition contingent consideration associated with the Webhelp Combination and net changes in foreign currency losses of $25.2 million.

Other expense (income), net for the six months ended May 31, 2025 was an expense of $16.3 million, compared to income of $26.2 million for the six months ended May 31, 2024.

The change in other expense (income), net over the prior fiscal year period was primarily due to an increase of net expense of $28.3 million related to the change in acquisition contingent consideration associated with the Webhelp Combination and net changes in foreign currency losses of $14.4 million.

Other expense (income), net for the three months ended August 31, 2025 was income of $36.5 million, compared to an expense of $46.0 million for the three months ended August 31, 2024.

The change in other expense (income), net over the prior fiscal year period was primarily due to a year over year net benefit of $12.9 million related to the change in acquisition contingent consideration associated with the Webhelp Combination and a year over year net benefit of $69.0 million related to net changes in foreign currency transaction gains (losses).

Other expense (income), net for the nine months ended August 31, 2025 was income of $20.2 million, compared to an expense of $19.8 million for the nine months ended August 31, 2024.

The change in other expense (income), net over the prior fiscal year period was primarily due to an increase of net expense of $15.3 million related to the change in acquisition contingent consideration associated with the Webhelp Combination and a year over year benefit of $54.6 million related to net changes in foreign currency transaction gains (losses).

Provision for Income Taxes

Three Months Ended % Change Six Months Ended % Change

May 31, 2025 May 31, 2024 2025 to 2024

Three Months Ended % Change Nine Months Ended % Change

August 31, 2025 August 31, 2024 2025 to 2024

($ in thousands) ($ in thousands)

2 unchanged sentences

Our provision for income taxes consists of our current and deferred tax expense resulting from our income earned in domestic and international jurisdictions.

Our provision for income taxes decreased for the three months ended May 31, 2025, compared to the three months ended May 31, 2024, primarily due to a decrease in income before taxes and a decrease in the effective tax rate.

The effective tax rate for the three months ended May 31, 2025 decreased compared to the three months ended May 31, 2024, primarily due to certain discrete items and a change in the mix of income earned in different tax jurisdictions between periods.

Our provision for income taxes decreased for the six months ended May 31, 2025, compared to the six months ended May 31, 2024, primarily due to a decrease in income before taxes.

The effective tax rate for the six months ended May 31, 2025 increased compared to the six months ended May 31, 2024, primarily due to a change in the mix of income earned in different tax jurisdictions between periods.

Our provision for income taxes increased for the three months and nine months ended August 31, 2025, compared to the three months and nine months ended August 31, 2024.

The increases in expense were primarily due to an increase in income before taxes and a decrease in the effective tax rate.

The effective tax rate for the three months and nine months ended August 31, 2025 decreased compared to the three and nine months ended August 31, 2024, primarily due to certain discrete items and a change in the mix of income earned in different tax jurisdictions between periods.

Certain Non-GAAP Financial Information

5 unchanged sentences

• Non-GAAP net income, which is net income excluding the tax effected impact of acquisition-related and integration expenses, including related restructuring costs, step-up depreciation, amortization of intangible assets, share-based compensation, certain debt costs, imputed interest related to the Sellers’ Note, certain legal settlement costs, change in acquisition contingent consideration and foreign currency losses (gains), net.

Non-GAAP net income also excludes the income tax effect of certain tax law changes.

Non-GAAP net income also excludes the income tax effect of certain tax law changes and certain legal entity restructuring activities.

• Free cash flow, which is cash flows from operating activities less capital expenditures, and adjusted free cash flow, which is free cash flow excluding the effect of changes in the outstanding factoring balance.

4 unchanged sentences

• Non-GAAP diluted earnings per common share (“EPS”), which is diluted EPS excluding the per share, tax effected impact of acquisition-related and integration expenses, including related restructuring costs, step-up depreciation, amortization of intangible assets, share-based compensation, certain debt costs, imputed interest related to the Sellers’ Note, certain legal settlement costs, change in acquisition contingent consideration and foreign currency losses (gains), net.

Non-GAAP EPS also excludes the per share income tax effect of certain tax law changes.

Non-GAAP EPS also excludes the per share income tax effect of certain tax law changes and certain legal entity restructuring activities.

Non-GAAP EPS excludes net income attributable to participating securities, and the per share, tax-effected impact of adjustments to net income described above that are attributable to common shareholders.

15 unchanged sentences

These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures and should be used as a complement to, and in conjunction with, data presented in accordance with GAAP.

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

($ in thousands, except per share amounts)

29 unchanged sentences

Debt costs (2)

1,102 — 1,102 —

Imputed interest related to Sellers' Note included in interest expense and finance charges, net 4,739 4,259 13,428 12,616

Legal settlement costs (3)

2,000 — 2,000 —

Change in acquisition contingent consideration included in other expense (income), net (2,417) 10,500 4,250 (11,086)

6 unchanged sentences

Income tax effect of change in tax law

721 — 4,990 —

Income tax effect of legal entity restructuring (6)

— 5,363 — 5,363

Non-GAAP net income $ 183,231 $ 192,158 $ 550,978 $ 552,968

Three Months Ended Six Months Ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Three Months Ended Nine Months Ended

August 31, 2025 August 31, 2024 August 31, 2025 August 31, 2024

($ in thousands, except per share amounts)

5 unchanged sentences

Debt costs (2)

0.02 — 0.02 —

Imputed interest related to Sellers' Note included in interest expense and finance charges, net 0.07 0.06 0.20 0.19

Legal settlement costs (3)

0.03 — 0.03 —

Change in acquisition contingent consideration included in other expense (income), net (0.04) 0.16 0.06 (0.16)

6 unchanged sentences

Income tax effect of change in tax law

0.01 — 0.07 —

Income tax effect of legal entity restructuring (6)

— 0.08 — 0.08

Non-GAAP Diluted EPS $ 2.78 $ 2.87 $ 8.27 $ 8.16

(1) For the three and six months ended May 31, 2025 and 2024, acquisition-related and integration expenses, including restructuring costs, primarily included integration costs associated with the Company’s combination with Webhelp.

(1) For the three and nine months ended August 31, 2025 and 2024, acquisition-related and integration expenses, including restructuring costs, primarily included integration costs associated with the Company’s combination with Webhelp.

These costs primarily include severance and employee-related costs, costs associated with facilities consolidation, including lease terminations to integrate the businesses, and information technology system consolidation costs.

(2) For the three and six months ended May 31, 2025, debt costs included debt extinguishment costs associated with our Restated Credit Agreement and our voluntary prepayment of a portion of our outstanding term loans.

(3) For the three and six months ended May 31, 2025, legal settlement costs consist of amounts incurred to settle certain litigation arising outside of the ordinary course of business.

(2) For the nine months ended August 31, 2025, debt costs included debt extinguishment costs associated with our Restated Credit Agreement and our voluntary prepayment of a portion of our outstanding term loans.

(3) For the nine months ended August 31, 2025, legal settlement costs consist of amounts incurred to settle certain litigation arising outside of the ordinary course of business.

(4) Foreign currency losses (gains), net are included in other expense (income), net and primarily consist of gains and losses recognized on the revaluation and settlement of foreign currency transactions and realized and unrealized gains and losses on derivative contracts that do not qualify for hedge accounting.

(5) The tax effect of taxable and deductible non-GAAP adjustments was calculated using the tax-deductible portion of the expenses and applying the entity specific, statutory tax rates applicable to each item during the respective periods.

(6) For the three and nine months ended August 31, 2024, represents the income tax impact related to certain legal entity restructuring activities.

Liquidity and Capital Resources

12 unchanged sentences

The share repurchase program has no termination date and may be suspended or discontinued at any time.

During the three and six months ended May 31, 2025, we repurchased 923,899 and 1,463,701 shares, respectively, of our common stock under the share repurchase program for approximately $45.3 million and $71.2 million, respectively, in the aggregate.

During the three and six months ended May 31, 2024, we repurchased 662,580 and 899,685 shares, respectively, of our common stock under the share repurchase program for approximately $40.6 and $62.3 million, respectively, in the aggregate.

At May 31, 2025, approximately $537.0 million remained available for share repurchases under the existing authorization from our board of directors.

During June 2025, we repurchased 221,842 shares of our common stock under the share repurchase program for an aggregate purchase price of $12.2 million.

During the three and nine months ended August 31, 2025, we repurchased 783,698 and 2,247,399 shares, respectively, of our common stock under the share repurchase program for approximately $41.6 million and $112.8 million, respectively, in the aggregate.

During the three and nine months ended August 31, 2024, we repurchased 607,298 and 1,506,983 shares, respectively, of our common stock under the share repurchase program for approximately $39.3 million and $101.6 million, respectively, in the aggregate.

At August 31, 2025, approximately $495.4 million remained available for share repurchases under the existing authorization from our board of directors.

During September 2025, we repurchased 264,597 shares of our common stock under the share repurchase program for an aggregate purchase price of $14.1 million.

During fiscal years 2025 and 2024, we paid the following dividends per share approved by our board of directors:

6 unchanged sentences

March 26, 2025 April 25, 2025 $0.33275 May 6, 2025

On June 26, 2025, we announced a cash dividend of $0.33275 per share to stockholders of record as of the close of business on July 25, 2025, payable on August 5, 2025.

June 26, 2025 July 25, 2025 $0.33275 August 5, 2025

On September 25, 2025, we announced a cash dividend of $0.36 per share to stockholders of record as of the close of business on October 24, 2025, payable on November 4, 2025.

We expect that future cash dividends will be paid on a quarterly basis.

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The Indenture also provides for customary events of default.

The principal amount outstanding on the 2026 Notes as of August 31, 2025 was classified as long-term debt within the consolidated balance sheet based on the Company’s ability and intent to refinance on a long-term basis.

In connection with the closing of the Webhelp Combination, we entered into cross-currency swap arrangements with certain financial institutions for a total notional amount of $500 million of the Senior Notes.

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The Restated Credit Agreement provides for (i) an unsecured three-year term loan facility in an aggregate principal amount not to exceed $750 million (the “New Term Loan Facility”), (ii) an unsecured three-year delayed draw term loan facility in an aggregate principal amount not to exceed $250 million (the “3-Year DD Term Loan Facility”), (iii) an unsecured five-year delayed draw term loan facility in an aggregate principal amount not to exceed $500 million (the “5-Year DD Term Loan Facility”, and together with the 3-Year DD Term Loan Facility, the “Delayed Draw Term Loans”), and (iv) a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $1.1 billion (the “Revolving Credit Facility”).

The Restated Credit Agreement also provides for the conversion and continuation of loans in an aggregate principal amount of $750 million under our existing unsecured term loan facility pursuant to the Existing Credit Agreement into loans under an unsecured term loan facility with the same maturity as such converted and continued loans (the “Continued Term Loan Facility”).

Aggregate borrowing capacity under the Restated Credit Agreement may be increased by up to an additional $500 million by increasing the amount of the revolving credit facility commitments or by incurring additional term loans, in each case subject to the satisfaction of certain conditions set forth in the Restated Credit Agreement, including the receipt of additional commitments for such increase(s).

The Restated Credit Agreement also provides for the conversion and continuation of loans in an aggregate principal amount of $750 million under our prior unsecured term loan facility pursuant to the Existing Credit Agreement into loans under an unsecured term loan facility with the same maturity as such converted and continued loans (the “Continued Term Loan Facility”).

additional term loans, in each case subject to the satisfaction of certain conditions set forth in the Restated Credit Agreement, including the receipt of additional commitments for such increase(s).

On September 25, 2025, we drew $750 million on the Delayed Draw Term Loans and used the proceeds and cash on hand to repay in full the Sellers’ Note.

The maturity date of the New Term Loan Facility and the 3-Year DD Term Loan Facility is September 30, 2028.

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The Restated Credit Agreement also contains various customary events of default, including payment defaults, defaults under certain other indebtedness, and a change of control of Concentrix.

As of May 31, 2025 and November 30, 2024, the outstanding principal balance on our term loans was $1,350 million and $1,500 million.

During the three and six months ended May 31, 2025, we voluntarily prepaid $150 million of the principal balance on our term loans, without penalty.

As of August 31, 2025 and November 30, 2024, the outstanding principal balance on our term loans was $1,350 million and $1,500 million.

During the nine months ended August 31, 2025, we voluntarily prepaid $150 million of the principal balance on our term loans, without penalty.

None of our subsidiaries guarantees the obligations under the Restated Credit Agreement.

At May 31, 2025 and November 30, 2024, no amounts were outstanding under our revolving credit facility.

At August 31, 2025 and November 30, 2024, no amounts were outstanding under our revolving credit facility.

Securitization Facility

On January 14, 2025, we entered into an amendment to the Securitization Facility to (i) increase in the commitment of the lenders to provide available borrowings from up to $600 million to up to $700 million and (ii) extend the termination date of the Securitization Facility from April 24, 2026 to January 14, 2027.

On January 14, 2025, we entered into an amendment to the Securitization Facility to (i) increase the commitment of the lenders to provide available borrowings from up to $600 million to up to $700 million and (ii) extend the termination date of the Securitization Facility from April 24, 2026 to January 14, 2027.

For borrowings that are funded by certain lenders through the issuance of commercial paper, the amendment also reduced the spread to the applicable commercial paper rate from 0.80% to 0.75%.

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based subsidiaries sell or otherwise transfer all of their accounts receivable to a special purpose bankruptcy-remote subsidiary of Concentrix Corporation that grants a security interest in the receivables to the lenders in exchange for available borrowings of up to $700 million.

Borrowing availability under the

Securitization Facility may be limited by our accounts receivable balances, changes in the credit ratings of our clients comprising the receivables, client concentration levels in the receivables, and certain characteristics of the accounts receivable being transferred (including factors tracking performance of the accounts receivable over time).

Borrowing availability under the Securitization Facility may be limited by our accounts receivable balances, changes in the credit ratings of our clients comprising the receivables, client concentration levels in the receivables, and certain characteristics of the accounts receivable being transferred (including factors tracking performance of the accounts receivable over time).

The Securitization Facility contains various affirmative and negative covenants, including a consolidated leverage ratio covenant that is consistent with the Restated Credit Agreement and customary events of default, including payment defaults, defaults under certain other indebtedness, a change in control of Concentrix Corporation, and certain events negatively affecting the overall credit quality of the transferred accounts receivable.

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The discounted value is being amortized into interest expense over the two-year term.

We currently intend to use the proceeds of the Delayed Draw Term Loans, when drawn, to repay in full the Sellers’ Note.

As a result, the amount outstanding on the Sellers’ Note has been classified as long-term debt within the consolidated balance sheet as of May 31, 2025.

The amount outstanding on the Sellers’ Note as of November 30, 2024 was also classified as long-term debt within the consolidated balance sheet based on the Company’s ability and intent to refinance on a long-term basis.

As of May 31, 2025 and November 30, 2024, we were in compliance with the debt covenants related to our debt arrangements.

Cash Flows – Six Months Ended May 31, 2025 and 2024

The following summarizes our cash flows for the six months ended May 31, 2025 and 2024, as reported in our consolidated statement of cash flows in the accompanying consolidated financial statements.

Six Months Ended

May 31, 2025 May 31, 2024

On September 25, 2025, we used the proceeds of the Delayed Draw Term Loans and cash on hand to repay the principal balance and accrued interest on the Sellers’ Note.

The principal amount outstanding on the Sellers’ Note as of August 31, 2025 and November 30, 2024 was classified as long-term debt within the consolidated balance sheet based on our ability and intent to refinance on a long-term basis.

As of August 31, 2025 and November 30, 2024, we were in compliance with the debt covenants related to our debt arrangements.

Cash Flows – Nine Months Ended August 31, 2025 and 2024

The following summarizes our cash flows for the nine months ended August 31, 2025 and 2024, as reported in our consolidated statement of cash flows in the accompanying consolidated financial statements.

Nine Months Ended

August 31, 2025 August 31, 2024

($ in thousands)

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Operating Activities

Net cash provided by operating activities was $237.9 million for the six months ended May 31, 2025, compared to $191.5 million for the six months ended May 31, 2024.

Net cash provided by operating activities was $462.7 million for the nine months ended August 31, 2025, compared to $383.1 million for the nine months ended August 31, 2024.

The change over the prior year period was primarily due to favorable working capital changes and less cash required for acquisition-related and integration expenses.

Investing Activities

Net cash used in investing activities for the six months ended May 31, 2025 was $107.1 million, compared to $120.6 million for the six months ended May 31, 2024.

Net cash used in investing activities for the nine months ended August 31, 2025 was $172.1 million, compared to $183.4 million for the nine months ended August 31, 2024.

The decrease in net cash used in investing activities over the prior year period primarily related to a decrease in capital expenditures.

Financing Activities

Net cash used in financing activities for the six months ended May 31, 2025 was $46.6 million, primarily consisting of net principal payments of $150.0 million on the term loans, share repurchases of $71.2 million, dividends paid of $44.5 million, change in funds held for clients of $8.8 million, payments on other borrowings of $6.0 million, debt issuance costs of $4.8 million, a deferred acquisition consideration payment of $6.5 million, all partially offset by net borrowings under our Securitization Facility of $247.0 million.

Net cash used by financing activities for the six months ended May 31, 2024 was $183.3 million, consisting of principal payments of $250.0 million made on term loan borrowings under our senior credit facility, cash paid for acquired earnout liabilities of $22.7 million, share repurchases of $62.3 million, a change in funds held for clients of $30.6 million, and dividends of $41.0 million, partially offset by net borrowings of $223.0 million under our Securitization Facility.

Net cash used in financing activities for the nine months ended August 31, 2025 was $211.4 million, primarily consisting of net principal payments of $150.0 million on the term loans, share repurchases of $112.8 million, dividends paid of $66.4 million, change in funds held for clients of $19.2 million, deferred acquisition consideration payments of $6.5 million, payments on other borrowings of $6.2 million, and debt issuance costs of $4.8 million, partially offset by net borrowings of $154.0 million under our Securitization Facility.

Net cash used by financing activities for the nine months ended August 31, 2024 was $268.1 million, consisting of principal payments of $350.0 million made on term loan borrowings under our senior credit facility, cash paid for acquired earnout liabilities of $22.7 million, share repurchases of $101.6 million, change in funds held for clients of $25.8 million, and dividends of $61.2 million, partially offset by net borrowings of $290.5 million under our Securitization Facility.

Free Cash Flow and Adjusted Free Cash Flow (non-GAAP measures)

Six Months Ended

May 31, 2025 May 31, 2024

Nine Months Ended

August 31, 2025 August 31, 2024

($ in thousands)

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$ 339,275 $ 255,832

Our free cash flow was $131.5 million for the six months ended May 31, 2025 compared to $75.3 million for the six months ended May 31, 2024.

The increase in free cash flow for the six months ended May 31, 2025 compared to the prior fiscal year period was due to the increase in cash provided by operating activities and a decrease in capital expenditures.

Our adjusted free cash flow was $160.5 million for the six months ended May 31, 2025 compared to $120.6 million for the six months ended May 31, 2024.

The increase in adjusted free cash flow for the six months ended May 31, 2025 compared to the prior year period was due to an increase in free cash flow partially offset by a decrease in the change in outstanding factoring balances.

Our free cash flow was $291.3 million for the nine months ended August 31, 2025 compared to $204.2 million for the nine months ended August 31, 2024.

The increase in free cash flow for the nine months ended August 31, 2025 compared to the prior fiscal year period was due to the increase in cash provided by operating activities and a decrease in capital expenditures.

Our adjusted free cash flow was $339.3 million for the nine months ended August 31, 2025 compared to $255.8 million for the nine months ended August 31, 2024.

The increase in adjusted free cash flow for the nine months ended August 31, 2025 compared to the prior year period was due to an increase in free cash flow partially offset by a decrease in the change in outstanding factoring balances.

Capital Resources

As of May 31, 2025, we had total liquidity of $1,524.8 million, which includes undrawn capacity on our revolving credit facility of $1,100.0 million, undrawn capacity of $82.0 million under our Securitization Facility, and cash and cash equivalents.

Our cash and cash equivalents totaled $342.8 million and $240.6 million as of May 31, 2025 and November 30, 2024, respectively.

As of August 31, 2025, we had total liquidity of $1,625.3 million, which includes undrawn capacity on our revolving credit facility of $1,100.0 million, undrawn capacity of $175.0 million under our Securitization Facility, and cash and cash equivalents.

Our cash and cash equivalents totaled $350.3 million and $240.6 million as of August 31, 2025 and November 30, 2024, respectively.

Of our total cash and cash equivalents, 98% were held by our non-U.S.

legal entities as of both May 31, 2025 and November 30, 2024.

legal entities as of both August 31, 2025 and November 30, 2024.

The cash and cash equivalents held by our non-U.S.

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entities that are likely to be repatriated in the future.

If in the future our intentions change, and we repatriate the cash back to the United States, we will report in our consolidated financial statements the impact of the state and withholding taxes depending upon the planned timing and manner of such repatriation.

If in the future our intentions change, and we repatriate the cash back to the United States, we will report in

our consolidated financial statements the impact of the state and withholding taxes depending upon the planned timing and manner of such repatriation.

We believe that our available cash and cash equivalents balances, the cash flows expected to be generated from operations, and our sources of liquidity will be sufficient to satisfy our current and planned working capital and investment needs for the next twelve months.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis